Okta, Inc. — Director's Dealing 2021

Mar 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2021-03-15

Reporting Person: McKinnon Todd (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-15	Class A Common Stock	M	3532	$0.00	Acquired	3532	Direct
2021-03-16	Class A Common Stock	S	1265	$228.8101	Disposed	2267	Direct
2021-03-15	Class A Common Stock	M	3180	$0.00	Acquired	5447	Direct
2021-03-16	Class A Common Stock	S	1470	$228.8101	Disposed	3977	Direct
2021-03-15	Class A Common Stock	M	10570	$0.00	Acquired	14547	Direct
2021-03-16	Class A Common Stock	S	5307	$228.8101	Disposed	9240	Direct
2021-03-15	Class A Common Stock	M	213	$0.00	Acquired	9453	Direct
2021-03-16	Class A Common Stock	S	107	$228.8101	Disposed	9346	Direct
2021-03-15	Class A Common Stock	M	886	$0.00	Acquired	10232	Direct
2021-03-16	Class A Common Stock	S	445	$228.8101	Disposed	9787	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-15	Restricted Stock Units	$	M	3532	Disposed		Class A Common Stock (3532)	Direct
2021-03-15	Restricted Stock Units	$	M	3180	Disposed		Class A Common Stock (3180)	Direct
2021-03-15	Restricted Stock Units	$	M	10570	Disposed		Class A Common Stock (10570)	Direct
2021-03-15	Restricted Stock Units	$	M	213	Disposed		Class A Common Stock (213)	Direct
2021-03-15	Restricted Stock Units	$	A	886	Acquired		Class A Common Stock (886)	Direct
2021-03-15	Restricted Stock Units	$	M	886	Disposed		Class A Common Stock (886)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (5182781)	5182781	Indirect
Class B Common Stock	$		Class A Common Stock (128247)	128247	Indirect
Employee Stock Option (Right to Buy)	$1.40	2023-08-29	Class B Common Stock (38827)	38827	Direct
Employee Stock Option (Right to Buy)	$7.17	2025-08-27	Class B Common Stock (486053)	486053	Direct
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	Class B Common Stock (1798891)	1798891	Direct
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (38063)	38063	Direct
Employee Stock Option (Right to Buy)	$82.16	2029-03-24	Class A Common Stock (59894)	59894	Direct
Employee Stock Option (Right to Buy)	$142.47	2030-04-14	Class A Common Stock (89301)	89301	Direct

Footnotes

F1: Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

F2: The price reported in Column 4 is a weighted average price calculated by the broker. These shares were sold as part of a block trade in multiple transactions at prices ranging from $222.156 to $232.70, inclusive. The Reporting Person
undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range
set forth in this footnote (2) with regard to the block trade.

F3: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F4: 25% of the shares underlying the RSU vested on March 15, 2019, and the remaining shares underlying the RSU shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

F5: 25% of the shares underlying the RSU vested on March 15, 2020, and the remaining shares underlying the RSU shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

F6: 25% of the shares underlying the RSU vested on March 15, 2021, and the remaining shares underlying the RSU shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

F7: 17% of the shares underlying the RSU vested on June 15, 2020, 33% of the shares underlying the RSU vested on September 15, 2020, 39% of the shares underlying the RSU vested on December 15, 2020, and the remaining 11% of the shares underlying the RSU vested on March 15, 2021, subject to the Reporting Person's continuous employment with the Issuer on each such date.

F8: 100% of the shares underlying the RSU vested on March 15, 2021.

F9: Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

F10: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F11: 20% of the shares subject to the option vested on July 29, 2017, 20% of the shares subject to the option vested on July 29, 2018, and the remaining shares subject to the option shall vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. The option is early exercisable by the Reporting Person.

F12: 25% of the shares subject to the option vested on February 1, 2019, and the remaining shares subject to the option shall vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

F13: 25% of the shares subject to the option vested on February 1, 2020, and the remaining shares subject to the option shall vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

F14: 25% of the shares subject to the option vested on February 1, 2021, and the remaining shares subject to the option shall vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.